Your Board of directors is contemplating to take-up the agenda to issue ESOS in next meeting. Being a Company Secretary, advise your Board of directors about brief procedure for issuing of securities under SEBI Employees

To The Board of Directors Sub: Procedure for issuing securities under SEBI (Share Based Employee Benefits) Regulations, 2014 As it has been decided by the Board of Directors (BoD), to issue employee stock option, to take up as an agenda in the next meeting of the BoD, the following is the procedure for issuing ESOP by a Listed Company: Hold a Board Meeting to consider and approve ESOP and formation of Compensation Committee; Compensation committee shall plan draft the scheme of ESOP; Hold Board meeting to adopt the final scheme, appoint a registered Merchant banker and approve the notice of the General meeting for shareholders' approval by passing special resolution; Hold General Meeting for approval of shareholders; Make an application to the stock exchange for obtaining in-principal approval for listing of proposed ESOP shares; Issue letter of grant of option to the eligible employees along with the letter of acceptance of option; If the grant is made to NRI employees, comply with norms of RBI as per FDI Policy. On receipt of letter of acceptance of option along with upfront payment (if any), from the employee issue the option certificates; There shall be a minimum vesting period of one year and after expiry of vesting period, the company shall issue a letter of vesting along with the letter of exercise of options; Receipt to letter of exercise from the employee; Hold a Board Meeting at the suitable Interval during the exercise period for allotment of shares on options exercised by the Employees; Dispatch of letter of allotment along with the share certificates or credit the shares so allotted with the Depositories; Make an application to the Stock exchange for listing of the Shares so allotted; and Receipt of listing approval from the Stock Exchange(s). Note: Notice of Meetings (both Board & Shareholder) has to be given. For Board Meetings: atleast 7 days notice. For Shareholder meeting: atleast 21 days notice.